Repay Holdings Corp — Director's Dealing 2019

Jul 22, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Repay Holdings Corp (RPAY)
CIK: 0001720592
Period of Report: 2019-07-11

Reporting Person: Corsair Capital LLC (10% Owner)
Reporting Person: CC Payment Holdings, L.L.C. (10% Owner)
Reporting Person: Corsair IV Payment Holdings Partners, L.P. (10% Owner)
Reporting Person: Corsair IV Management L.P. (10% Owner)
Reporting Person: Corsair IV Management AIV, L.P. (10% Owner)
Reporting Person: Corsair IV Payment Holdings Investors, L.P. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class V Common Stock	1	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Post-Merger Repay Units	$		Class A Common Stock (19551695)		Indirect

Footnotes

F1: These shares of Class V common stock ("Class V Common Stock") of the Issuer (as defined below) provide no economic rights in the Issuer to the holder thereof. However, each holder of Class V Common Stock will be entitled to vote with the holders of Class A common stock ("Class A Common Stock") of the Issuer, with each share of Class V Common Stock entitling the holder to a number of votes equal to the number of Post-Merger Repay Units (as described below) held by such Class V Common Stock holder at the time of such vote.

F2: These securities were acquired pursuant to Second Amended and Restated Agreement and Plan of Merger, dated effective as of January 21, 2019, as amended from time to time (the "Merger Agreement"), by and among Thunder Bridge Acquisition, Ltd., TB Acquisition Merger Sub LLC ("Merger Sub"), Hawk Parent Holdings LLC ("Repay"), and other parties thereto, pursuant to which Merger Sub merged (the "Merger") with and into Repay with Repay continuing as the surviving entity and a subsidiary of Thunder Bridge Acquisition, Ltd. (which subsequently changed its name to Repay Holdings Corporation, the "Issuer"). Pursuant to the terms of the Merger Agreement, the owners of Repay prior to the closing of the Merger (the "Closing") received in the aggregate approximately $260.8 million in cash and, subject to certain post-Closing adjustments, 21,985,297 Post-Merger Repay Units for the Repay limited liability company interests held by them immediately prior to the Closing.

F3: The terms of the Merger Agreement also provide that additional Post-Merger Repay Units will be issued subject to earn out rights ("Earn Out Units") as discussed below. In the event that the volume-weighted average trading price of the Issuer's Class A Common Stock exceeds (i) $12.50 for twenty out of thirty consecutive trading days during the first twelve months following the Closing (the "$12.50 Condition"), 3,750,000 Post-Merger Repay Units will be issued to the pre-Closing owners of Repay and (ii) $14.00 for twenty out of thirty consecutive trading days during the first twenty-four months following the Closing (the "$14 Condition"), an additional 3,750,000 Post-Merger Repay Units will be issued to the pre-Closing owners of Repay. In addition, in connection with the Merger, each holder of Repay limited liability company interests prior to the Merger received one share of Class V Common Stock.

F4: These Post-Merger Repay Units represent non-voting limited liability company interests of Repay. Pursuant to the terms of an exchange agreement, beginning on the six-month anniversary of the closing date of the Merger, these units may be exchanged at the discretion of the holder for shares of Class A Common Stock on a one-for-one basis, or, at option of the Issuer, cash. These exchange rights do not expire.

F5: This amount includes 4,599,230 Earn Out Units, 50% of which will be issued upon satisfaction of the $12.50 Condition, and the remaining 50% of which will be issued upon satisfaction of the $14 Condition.

F6: These securities are directly held by Payment Holdings LLC. Corsair Capital LLC is the general partner of (a) Corsair IV Management AIV, L.P., which is the general partner of Corsair IV Payment Holdings Partners, L.P. (which holds all of the limited liability company interests of the Payment Holdings LLC), and (b) Corsair IV Management L.P., which is (i) the managing member of the Payment Holdings LLC, and (ii) the general partner of Corsair IV Payment Holdings Investors, L.P. (the majority limited partner of Corsair IV Payment Holdings Partners, L.P.) (collectively, the "Corsair Entities").

F7: Each of the Corsair Entities may be deemed to beneficially own the securities directly owned by Payment Holdings LLC, although each of the Corsair Entities (other than Payment Holdings LLC) disclaims beneficial ownership of such securities, except to the extent of their respective pecuniary interest therein.

F8: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than Payment Holdings LLC) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.